PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
These terms of service (“Terms”) are a legal agreement (“Agreement”) between you, either an individual or a single legal entity (“You” or “you”), and WatchTower HQ LLC, a Massachusetts limited liability company. (You and WatchTower HQ are each a “Party” and collectively the “Parties”). These Terms govern your use of any WatchTower HQ online services (“Services”), the WatchTower HQ website and any subpages (“Site”), the client software distributed with this Agreement and any other software provided by WatchTower HQ, including any updates and any accompanying written documentation (collectively the “Software”). The Software, the Site and the Services may be referred to as the “Products.” By clicking the “I AGREE” or similar button, or using any Products, you signify that you have read, understand, acknowledge, and agree to be bound by the Terms. If you do not agree to these Terms, then do not indicate acceptance and do not use the Products. If you agree to these Terms on behalf of a legal entity, you represent that you have the authority to bind that legal entity to these Terms. If, after your electronic acceptance of this Agreement, WatchTower HQ finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. WatchTower HQ shall not be liable for any loss or damage resulting from WatchTower HQ’s reliance on any instruction, notice, document or communication reasonably believed by WatchTower HQ to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, WatchTower HQ reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
WatchTower HQ is a website management console, managing any number of websites including, but not limited to, management, monitoring, backup, deployment, publishing, and security tools.
1.1 You must register with WatchTower HQ to use the Services, and you agree to keep your registration information accurate, complete and up-to-date as long as you continue to use the Services. If WatchTower HQ has reason to believe that your registration information is untrue, inaccurate, out-of-date, or incomplete, WatchTower HQ reserves the right, in its sole and absolute discretion, to suspend or terminate your account. WatchTower HQ currently offers a free account with limited functionality (“Free Account”), and various fee-bearing accounts offering feature enhancements (“Paid Accounts”).
1.2 Our charges to provide Services to the Customer are set out on the Order (“Fees”). Fees applicable to any renewal Term will be at our then-current rates, provided that we have notified Customer that an adjustment will take effect at the time of renewal prior to the date by which Customer may opt out of the applicable renewal.
1.3 If you sign-up for a Paid Account, you agree to pay the fixed subscription and variable usage-based fees, if any, for the account type you have selected and agree to any applicable restrictions and quotas, including the number of websites you are allowed to integrate with our Products. If you exceed any quota allocated to your account, you agree that WatchTower HQ may upgrade you to another type of account with a higher quota or may restrict your usage if you fail to upgrade. As stated in further detail below, if you use a credit card for payment, you authorize WatchTower HQ to automatically renew your subscription and charge the then-current renewal fees to the credit card associated with your account unless you notify WatchTower HQ in advance that you do not want your subscription renewed. You may cancel your subscription prior to the next billing date to avoid future charges. Service will continue until the end of the current billing period, but no service fees will be refunded.
1.4 If you have signed up for a WatchTower HQ Paid Account, any discounts agreed upon with your order will be honored throughout the period specified of your license. Any life-time discounts that have been applied to your account will remain in effect for as long as you maintain a Paid Account that remains in good standing with WatchTower HQ and does not violate these Terms. If the account owner fails to pay for services within 10 (ten) days of the payment due date or discontinues Paid Account services, any and all discounts applied to the user’s account forfeits their life-time discounts and the life-time discount will no longer apply. Unless otherwise stated on the Order or herein, Customer will be charged the Fees beginning on the Effective Date.
1.5 IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, ALL SERVICES ARE OFFERED ON AUTOMATIC RENEWAL. EXCEPT FOR REASONS DESCRIBED BELOW IN THIS SECTION, AUTOMATIC RENEWAL AUTOMATICALLY RENEWS THE APPLICABLE SERVICE UPON EXPIRATION OF THE THEN CURRENT TERM FOR A RENEWAL PERIOD EQUAL IN TIME TO THE MOST RECENT SERVICE PERIOD. FOR EXAMPLE, IF YOUR LAST SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL TYPICALLY BE FOR ONE YEAR. HOWEVER, IN THE EVENT RENEWAL WITH THE PAYMENT METHOD ON FILE FAILS, WATCHTOWER HQ MAY ATTEMPT TO RENEW THE APPLICABLE SERVICE FOR A PERIOD LESS THAN THE ORIGINAL SUBSCRIPTION PERIOD TO THE EXTENT NECESSARY FOR THE TRANSACTION TO SUCCEED.
UNLESS YOU DISABLE THE AUTOMATIC RENEWAL OPTION, WATCHTOWER HQ WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH WATCHTOWER HQ AT WATCHTOWER HQ’S THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. IN ORDER TO SEE THE RENEWAL SETTINGS APPLICABLE TO YOU AND YOUR SERVICES, LOG INTO YOUR ACCOUNT FROM THIS SITE AND FOLLOW THE STEPS FOUND HERE. IF YOU DO NOT WISH FOR ANY SERVICE TO AUTOMATICALLY RENEW, YOU MAY ELECT TO CANCEL RENEWAL, IN WHICH CASE, YOUR SERVICES WILL TERMINATE UPON EXPIRATION OF THE THEN CURRENT TERM, UNLESS YOU MANUALLY RENEW YOUR SERVICES PRIOR TO THAT DATE (IN WHICH CASE THE SERVICES WILL AGAIN BE SET TO AUTOMATIC RENEWAL). IN OTHER WORDS, SHOULD YOU ELECT TO CANCEL YOUR PRODUCT AND FAIL TO MANUALLY RENEW YOUR SERVICES BEFORE THEY EXPIRE, YOU MAY EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, AND WATCHTOWER HQ SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SAME.
2.1 WatchTower HQ does not issue any refunds on monthly or annual subscriptions if you request a refund before the end of your subscription period. Refunds will not be issued for Products already used.
3.1 These Terms, and any posted revisions, remain in effect as long as you continue to maintain an account or use the Services. You may terminate your account at any time, for any reason, by following the instructions on the Site and discontinuing use of the Products. If you have a Free Account, WatchTower HQ may terminate your account and these Terms immediately and without notice if your computer fails to access the Services for more than thirty (30) days or you fail to comply with these Terms.
3.2 If you have a Paid Account, WatchTower HQ may terminate your account and these Terms immediately and without notice if you fail to renew your subscription, fail to pay any fees or invoices after ten days when due, or otherwise fail to comply with these Terms. On termination or expiration of your account or these Terms, you will no longer have the right to continue to use the Software and the Services, and you will no longer be able to access and restore your backup data. You agree that WatchTower HQ has no obligation to provide you or anyone else with a copy of your backup data and may automatically purge your backup data from the WatchTower HQ systems.
4.1 You are responsible for keeping your passwords secure, and you agree not to disclose your passwords to any third party. You are solely responsible for any activity that occurs under your user names and accounts, including any sub-accounts. You must notify WatchTower HQ immediately of any unauthorized use of your accounts or any other security breach related to the Service. If WatchTower HQ determines that a security breach has occurred or is likely to occur, WatchTower HQ may suspend your accounts and require you to change your username(s) and password(s). WatchTower HQ will not be liable for any loss you incur due to any unauthorized use of your account. You, however, may be liable for any loss WatchTower HQ or others incur caused by your account, whether caused by you, or by an authorized person, or by an unauthorized person.
5.1 WatchTower HQ may provide access to resources and links to other websites. When you access a non-WatchTower HQ website, even one that may contain the WatchTower HQ logo, you leave the WatchTower HQ website and understand that it is independent from WatchTower HQ, and that WatchTower HQ has not reviewed nor is it responsible for the content of any linked websites. WatchTower HQ makes no representations whatsoever about such resources or other websites. The inclusion of any link to a website does not imply endorsement by WatchTower HQ of the website or their entities, products, or services. All warranties, conditions or other terms expressed or implied as to any such linked website, including without limitation as to accuracy, ownership, validity or legality of any content of a linked website, are hereby excluded.
6.1 WatchTower HQ makes no representation that the Content on the Website is appropriate or available for use in locations outside the United States. Access to the Website from countries or territories where such access is illegal is prohibited. Those who choose to access this Website outside the United States do so on their own initiative and are responsible for compliance with local laws.
7.1 Services available to you that may involve the submission, collection and/or use of personally identifying or identifiable information about you and your own customers (“Your Data”) in the course of your use of these Services.
Your acceptance of this Agreement at the time of purchase of Services will also be treated as your acknowledgement and acceptance that WatchTower HQ will collect and use data anonymously.
8.1 WatchTower HQ reserves the right at any time to modify, suspend, or discontinue providing the Service, in whole or in part. In the event WatchTower HQ anticipates that any such action will significantly affect your use of the Service in a negative way, WatchTower HQ will endeavor to provide you with advance notice by email, an in-client message or by posting relevant information on the Site.
8.2 WatchTower HQ reserves the right to modify these Terms at any time, and each such modification will be effective upon posting on the Site. All material modifications will apply prospectively only. Your continued use of any Products following any such modification constitutes your agreement to be bound by the modified Terms. To stay informed of any changes, please review the most current version of these Terms posted on the Site. If you do not agree to be bound by these Terms, you must stop using the Products immediately. WatchTower HQ assumes no liability or responsibility for your failure to review the current version of these Terms.
9.1 You agree to defend, indemnify, and hold WatchTower HQ, its suppliers, resellers, partners, and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, in connection with:
This indemnity obligation will survive the termination or expiration of your account and these Terms or your use of the services on your account.
10.1 SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON WATCHTOWER HQ OR ITS AFFILIATES (AS DESIGNED BELOW), ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR WATCHTOWER HQ AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WATCHTOWER HQ DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WATCHTOWER HQ AND ITS SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY WATCHTOWER HQ OR ANYTHING RELATED TO WATCHTOWER HQ, YOU MAY CLOSE YOUR WATCHTOWER HQ ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. WATCHTOWER HQ IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH WATCHTOWER HQ TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON OUR WEBSITES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. WATCHTOWER HQ DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, WATCHTOWER HQ DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. WATCHTOWER HQ DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WATCHTOWER HQ DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WATCHTOWER HQ DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WATCHTOWER HQ SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
11.1 IN NO EVENT SHALL WATCHTOWER HQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WATCHTOWER HQ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or the Services found at this Site must be commenced within three (3) months after the cause of action accrues, otherwise such cause of action shall be permanently barred.
11.3 IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall WATCHTOWER HQ’S total aggregate liability exceed $10,000.00 U.S. Dollars.
11.4 THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
12.1 This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of Massachusetts, whichever is applicable, without regard to conflict of laws principles. You agree that any action relating to or arising out of this Agreement shall be brought in the state or federal courts of Hampshire County, Massachusetts, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) jurisdiction and venue in the state and federal courts of Hampshire County, Massachusetts. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
13.2 Entire Agreement
You agree that these Terms constitute the entire, complete and exclusive agreement between you and WatchTower HQ regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other WatchTower HQ services, third-party content or third-party software.
13.3 Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, WatchTower HQ for any third party that assumes our rights and obligations under these Terms.
13.6 English Language Controls
This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration.